UNITED STATES
SECURITIES AND EXCHANGE COMMISSION ------------------
WASHINGTON, D.C. 20549 SEC FILE NUMBER
001-13057
------------------
FORM 12B-25 ------------------
CUSIP NUMBER
NOTIFICATION OF LATE FILING 731572103
------------------
(Check One): [X] Form 10-K [_] Form 20-F [_] Form 11-K
[_] Form 10-Q [_] Form N-SAR [_] Form N-CSR
For Period Ended: APRIL 2, 2005
------------------------------------
[_] Transition Report on Form 10-K
[_] Transition Report on Form 20-F
[_] Transition Report on Form 11-K
[_] Transition Report on Form 10-Q
[_] Transition Report on Form N-SAR
For the Transition Period Ended:
----------------------
NOTHING IN THIS FORM SHALL BE CONSTRUED TO IMPLY THAT THE COMMISSION HAS
VERIFIED ANY INFORMATION CONTAINED HEREIN.
If the notification relates to a portion of the filing checked above, identify
the item(s) to which the notification relates:
PART I - REGISTRANT INFORMATION
POLO RALPH LAUREN CORPORATION
--------------------------------------------------------------------------------
Full Name of Registrant
--------------------------------------------------------------------------------
Former Name if Applicable
650 MADISON AVENUE
--------------------------------------------------------------------------------
Address of Principal Executive Office (Street and Number)
NEW YORK, NY 10022
--------------------------------------------------------------------------------
City, State and Zip Code
2
PART II - RULES 12B-25(B) AND (C)
If the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following should
be completed. (Check box if appropriate)
[X] (a) The reasons described in reasonable detail in Part
III of this form could not be eliminated without
unreasonable effort or expense;
[X] (b) The subject annual report, semi-annual report,
transition report on Form 10-K, Form 20-F, Form 11-K,
Form N-SAR or Form N-CSR, or portion thereof, will be
filed on or before the 15th calendar day following
the prescribed due date; or the subject quarterly
report or transition report on Form 10-Q, or portion
thereof, will be filed on or before the fifteenth
calendar day following the prescribed due date; and
[X] (c) The accountant's statement or other exhibit required
by Rule 12b-25(c) has been attached if applicable.
PART III - NARRATIVE
State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, N-SAR, N-CSR
or the transition report or portion thereof, could not be filed within the
prescribed time period. (Attach Extra Sheets if Needed)
Polo Ralph Lauren Corporation (the "Company") has previously announced that,
like many companies in the retail industry, it has recently reviewed its
accounting treatment for leases and has concluded that its financial statements
for Fiscal 2001 through Fiscal 2004 and the first three quarters of Fiscal 2005
will need to be restated. Additionally, the Company has determined that such
restatements will also reflect the consolidation of Ralph Lauren Media as of
April 3, 2004 in accordance with FASB Interpretation 46R.
Due to the time, effort and expense involved in determining the effect of these
adjustments to the Company's historical financial statements and to allow
sufficient time for the Company to reflect these restatements and the related
disclosures and provide for the necessary review of this information, it has
found it necessary to delay the filing of its annual report on Form 10-K for the
fiscal year ended April 2, 2005. Because of the delays caused by the
restatements, the Company's inability to file timely could not be eliminated
without unreasonable effort and expense. The Company now expects to file its
Form 10-K on or before the 15th calendar day following the prescribed due date.
3
PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification.
--------------------------------------------------------------------------------
TRACEY T. TRAVIS 212 705-8200
(Name) (Area Code) (Telephone Number)
--------------------------------------------------------------------------------
(2) Have all other periodic reports required under Section 13 or 15(d) of the
Securities Exchange Act of 1934 or Section 30 of the Investment Company Act
of 1940 during the preceding 12 months or for such shorter period that the
registrant was required to file such report(s) been filed? If answer is no,
identify report(s).
[X] Yes [_] No
(3) Is it anticipated that any significant change in results of operations from
the corresponding period for the last fiscal year will be reflected by the
earnings statements to be included in the subject report or portion
thereof?
[X] Yes [_] No
If so, attach an explanation of the anticipated change, both narratively
and quantitatively, and, if appropriate, state the reasons why a reasonable
estimate of the results cannot be made.
The Company expects that the results of operations for fiscal 2005 to be
reported in the Form 10-K will be substantially the same as those reported
in the press release dated June 10, 2005. A copy of the press release was
furnished on a current report on Form 8-K dated June 10, 2005 and is
incorporated by reference in this item.
4
POLO RALPH LAUREN CORPORATION.
--------------------------------------------------------------------------------
(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.
Date June 16, 2005 By /s/ Tracey T. Travis
-----------------------------------
Name: Tracey T. Travis
Title: Senior Vice President and
Chief Financial Officer
INSTRUCTION: The form may be signed by an executive officer of the registrant or
by any other duly authorized representative. The name and title of the person
signing the form shall be typed or printed beneath the signature. If the
statement is signed on behalf of the registrant by an authorized representative
(other than an executive officer), evidence of the representative's authority to
sign on behalf of the registrant shall be filed with the form.
ATTENTION
Intentional misstatements or omissions of fact constitute Federal Criminal
Violations (See 18 U.S.C. 1001).